Ben Reilly The Amazing SpiderMan
by Mimick
Summary: A fanfiction series focused on the adventures of Ben Reilly taking place three years after the Onslaught Crisis.
1. Chapter 1: Changes Part 1

_Bitten by a radioactive spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning danger sense of that irradiated arachnid. Hoping to use his powers for personal gain, Peter sought to make money as pro wrestler and a TV sensation, but with the death of his beloved Uncle Ben, a grief stricken Peter learned an invaluable lesson. With great power there must also come great responsibility. Armed with his wondrous web shooters Peter struggles with this lesson. Trying to balance an ordinary life with a day job and still divide time to be with his wife and to protect his fellow man. Due to the events regarding his personal life, Peter has given up the role to the one true Peter Parker whom goes by the moniker Ben Reilly. This is the story of **The Amazing Spider-Man!**_

**"Changes Part 1 of 3"**

Three long years. Three long years since the world's greatest heroes were lost to a menace that was too strong for any single hero or team to defeat. And in that time the world has never been the same again. Crime had reached new heights as the criminals had become more daring in their escapades. Police were overwhelmed in trying to maintain the peace. The economy was forced to change to encompass the losses in Onslaught's attack. Many companies had to rethink their positions and adapt to the world wide changes. At the forefront like always was Stark Enterprises surprisingly led by the feisty Virginia "Pepper" Pots-Hogan. Pepper had grown a lot in the past three years. No longer the shy, young woman who wistfully dreamed of the romantic advances of her boss. She now stood today as a businesswoman whose incredible cunning, great organizational skills, and grit has staved off the various attempted acquisitions by some of Stark Enterprises most feared rivals. Her determination and vision had put Stark Enterprises in a new light in the world. They now had their hand in almost every aspect of technological research, project development, and weapons development. She was so scarred by the death of the man she loved for so long that Pepper vowed it would never happen again -- to anyone. Her first decision once she convinced James Rhodes to step down as CEO and let her assume control was to reopen the weapons development lab in the east wing of the Stark Enterprises complex. Her second decision was to reactivate Iron Man as the figure head of Stark Enterprises. To do this she hired the most brilliant minds working today to reverse-engineer the advanced armor that Stark himself created and build a new prototype. Her third decision was to implement a recruitment drive for the best and brightest pilots for said armor. Her fourth decision was to recapitalize to cover their losses and expand their company's reach. However, not everyone was happy with what she had done. James left the company in protest because Pepper never told him of her plans, which she knew would go against everything Stark had believed in, but she truly believed it was the best decision. Harold "Happy" Hogan, her ex-husband was disgusted that Pepper would betray Stark's memory by putting the company back in the business that he had long abandoned. Because of her decisions they were unable to reconcile and he moved away. But, Stark Enterprises and the friends of Anthony Stark weren't the only ones affected by Onslaught. Poor Benjamin Reilly the man who in every sense of the word was Peter Parker had lost his job at the Daily Grind due to the redevelopment deal that was put into effect by the Governor. The deal saw the reconstruction of New York and the sale of many properties. Only the Daily Bugle and seven other businesses still maintained their land and buildings. Ben had briefly considered going back to work for the Daily Bugle, but it was too risky. He didn't know the people as well as Peter had got to know them and his resemblance to his clone would have people asking too many questions. Another idea was to go to work for the Daily Bugle's new rival. The Brooklyn Herald, which was what he ultimately set upon and now a year and a half later he had a new apartment, stable income, and some new threads. Scaling up the closest skyscraper to the Herald, Ben sported a black costume that resembled the one his clone had worn down to the tiniest of details. The reason for the change reflected his emotional state. Despite the upswing in his luck. He was depressed. In the five years prior to Onslaught he had believed that he was a clone and lived a hellish life that he wouldn't wish upon anyone. Not knowing all this time that he was the one true Peter Parker and that his friends, family, and former lovers had moved on. He had yet to make friends with any of his fellow staff members. He did however suspect that Jessica Jones, the head investigative reporter for the Brooklyn Herald whom he occasionally partnered with had liked him to a degree, but he was reluctant at this time to see if she liked him anymore then that or if she already had some one special. Upon reaching the top, Ben looked at the city below. There were still areas that had yet to be fully repaired, but just seeing the city still thriving meant more to him then having love or friends. His spider-sense went off so abruptly and intensely that he thought his head was going to explode. He looked around in every which direction for signs of danger when he saw smoke that billowed from Times Square. Leaping into action, Ben smiled at the prospect of venting his frustrations on some hapless hoods or some third rate super-villain. To his disappointment he saw the Rhino toss a car into a nearby building followed by a running charge into the oncoming police cars. Each car was hit with such force that the officers were knocked unconscious. Rhino smiled at the sight of destruction until he felt a tap on his shoulder and turned around to see a familiar person dressed in black hanging upside down.

"Hey chuckles remember me?" Spider-Man said, almost smiling at the sight of Rhino's shock. "What's a matter forget me already after all we have been through?"

"Your dead! The papers said all of the heroes were killed by Onslaught! YOU can't be here!" Rhino replied, backing away from Spider-Man.

"Really? I'm dead? Oh my god why didn't some one tell me? I would have prepared a funeral," Spider-Man said mockingly before he pinched himself. "Wait a minute I felt that so I must be alive. What do you know?"

Rhino's shocked expression changed to one of deviousness. "This is perfect because now I will have the opportunity to kill you myself wall-crawler."

"Well," Spider-Man responded, dropping to the street. "Have at me then."

Rhino barreled ahead with his horn aimed at the web-slinger's heart, but in flash of movement Spider-Man got out of the way and Rhino ran straight into an bus that had been abandoned once the passengers saw the beginning of Rhino's rampage. Those said passengers had gathered on the sidewalks watching as Spider-Man dodged and weaved between the Rhino's clumsy punches. Ducking beneath the Rhino's legs Spider-Man kicked him in the ass sending him flying straight into the side of the building three stories up. When Rhino landed he left a large, body sized crater. Spider-Man swung over to the spot and socked the Rhino just as he started to rise. He hit Rhino again just for good measure so that Code Blue could do it's job. Then took a brief moment to wave to the crowd whom seemed unsure of how to react to him before he took his leave. Mary Jane bit on the eraser at the end of her pencil. She was distracted by the work in front of her and the sounds of little May playing. It was so wonderful that May was returned to them thanks to the efforts of Kaine who seemed to be focused on changing his ways during these past three years. Because of his apparently selfless act she and Peter were able to watch the young sprite grow up to be a healthy girl. Though, one thought that crossed their minds was whether May would develop any powers due to Peter's d.n.a.? Or would she suffer from clone degeneration? Another thought was who had told the nurse to tell them that May was stillborn? It was a most puzzling situation one that both Peter and MJ had let slide so they could raise their daughter in earnest. Ben would come by now and then to visit them Mary Jane was thankful for Ben helping out when Peter and them needed it. Though she had for a time wondered why Ben didn't try to forcefully take her and May back. He was the real Peter after all. She had talked with Kaine whom Peter and Ben couldn't forgive because she figured he would know why being a clone of Ben and because he had watched Ben over the five years prior to the Onslaught event. Kaine had told her of the mental differences between Peter and Ben from his observations of both. Ben had regressed back to the shy and sometimes reclusive loner while Peter not only became more confident, but he had a slew of friends thanks to his time spent as the assumed real Peter. MJ had to admit it that it made sense in a way for her Peter, but not for Ben. She had some knowledge of what Kaine had done, but Ben wasn't one to talk about private matters while Peter was the opposite if only to close family. Even though she didn't completely trust Kaine yet, she was willing to do what Peter and Ben couldn't do. That was giving Kaine a second chance by forgiving him since he had saved May and he had the potential in his genes to be as good-natured as Peter and Ben. Peter walked in wearing a brown and black stripped dress shirt with a black T-shirt underneath, black denim jeans, and a worn pair of black tennis shoes. He kissed MJ on the cheek and then walked over and picked up May. As he cuddled his daughter he looked at MJ who seemed lost in thought.

"Has Ben been by?" Peter asked, wondering what his so-called brother was up to.

"Nope, he called about ten minutes ago saying that Wizard and the Dorkful Four were trying to rob the gold reserve so he might be late," MJ replied, her concentration focused on her work. After a moment a thought popped into her head and despite her grievances she had to know the answer to the question forming in her mind. "Peter, honey, have you ever wondered how things could have been different?"

"What do you mean?" Peter said, wondering where MJ was going.

"What... would you have done if Ben had decided to fight for me and May?" Mary Jane responded. Her heart sank when she saw his expression become somber.

"Why ask me this? Why now?" Peter ventured with a hint of anger in his voice. "You know more then anyone what I have been through MJ. I-I got my parents back only to lose them again. I watched Aunt May die and I nearly lost my sanity when I had found out that my life was a lie and that I could lose everything."

"I'm so stupid. I don't know why I did that," MJ said, feeling like a heel for bringing it up. "I just...wondered what could have happened because it's all still so fresh in my mind."

Peter looked away from MJ, his face expressing the pain of what could have happened. "I honestly don't know what I could've -- would've done to keep you and May. I suggest that we don't talk about this again and be thankful for what we have."

MJ went over to Peter and kissed him and hugged him whispering her apologies. The door opened and Ben saw the two together with May in Peter's arms. Deep down there was a feeling of unease between the three and that unease made Ben want to leave. So he started to head back out when he heard Peter call him back inside.

"Ben, get back in here," Peter said, a welcoming smile replacing the pained look on his face.

Ben felt like they were keeping something from him and that made him wonder if he had done something to offend them or if it was something else entirely. As they all sat down for dinner, Ben felt a bit uncomfortable because of that notion. He did his best to hide what he was feeling from MJ and Peter who were engaged in conversation. Sitting beside him was his niece who threw a toy at him, which he caught thanks to his reflexes. He gave it back to her and she held out her arms for him to pick her up. Ben did so and for a moment everything in his life seemed right. He was unaware of the foreboding looks he was receiving from Peter. MJ grasped Peter's hand and motioned for Peter to step out of the dining room so they could talk about it. Ben didn't even notice them leave. He was too wrapped up in his thoughts and enjoying May's company. He wondered what would have happened if Elizabeth Tyne, the woman that he had loved had lived and if they would've had kids. That very thought was what brought him crashing back down and he sat baby May back down in her high chair and took his leave. MJ and Peter came running back into the dining room after hearing May cry for her Uncle Ben and they wondered where he ran off to and if he had sensed the feelings of anxiety that had been brought back to the fore. Ben was long away from Queens by then and swinging high into the black sky with a chill wind blowing behind him. His thoughts drifted from the uncertainty about his decisions to come back to New York. To the thoughts of the woman he had loved. The one whom Kaine killed to get back at him for being the true Peter Parker. Ben landed on a balcony over looking the city and he wondered what direction was he supposed to take his life. The hard hand that been dealt him left him feeling there was no future for him at times. Yet, for whatever reason he continued on. His only solace was swinging amongst the skyscrapers again and feeling the winds breaking against his body as he performed extremely complicated acrobatics that no normal human gymnast could ever hope to perform. Elsewhere, in another part of the city, a shadowed figure crunched up the latest edition of the Brooklyn Herald, which featured pictures by Benjamin Reilly. His disgusted glance veered from the crumpled up paper to the two hoodlums whose necks were broken at odd angles. A fate that he planned for Benjamin Reilly and those who had caused his downfall. When the sun rose the next morning, Ben was up and had started breakfast after cleaning up and getting dressed. He had put aside the dreary thoughts that had been plaguing him for some time now so he could focus on his latest assignment from the Editor. He set out his plate and placed scrambled eggs, rye toast, bacon, and fried ham on it. After getting a glass of orange juice he sat down and dug in filling up his empty stomach before he would head out. Suddenly, his spider-sense went crazy and the wall behind him exploded forth with Ben using his agility to avoid the debris. Standing in front of the hole was Venom. His tongue lashing back and forth and a wicked cry escaping his mouth.

"We're going to eat your brains, Spider-Fake!" Venom snarled, as he leaped at Ben who barely dodged the swipe of Venom's claws.

Rolling along the ground and dodging the assorted strikes that Venom sent at him, Ben slipped on his web-shooters and flung himself into the air where he shot two impact webs at Venom who was rounding for another attack. The crazed serial killer didn't have time to evade the webbing and ended up covered head to toe. Ben knew it wouldn't hold Venom for long so he went into his room and quickly changed into his costume. When Venom did break free he used his other's ability to sense Parker to sniff out Ben whom shared the same unique bio-chemical signature. The symbiote's senses led Brock to Ben's bedroom where he plowed right through the door only to get caught in a webbing net. Venom growled as he ripped through the webbing and received an unexpected solid kick to his abdomen that sent him flying onto his back. Spider-Man threw himself at Venom and started raining blows on the sociopath only for the symbiotic mass murderer to slap him aside. Ben rolled with the blow and landed on his feet. The two locked eyes with each other as Venom got to his feet. Ben couldn't understand why of all days Brock decided to attack him now.

"So Brock what brings you in to the neighborhood not that I care," Ben said, his nerves rattled because he hadn't expected an attack on him at his home.

"We've come to rid ourselves of you, Parker, his wife, and that bastard spawn. Once we are finished with you four our lives we can go back to being normal," Venom replied, his large eyes focused more intently on Ben. "Don't bother trying to flee Reilly. We can track you down wherever you go and we will not stop until you are dead!"

"Your life will never be normal Brock. You did this all to yourself!" Spider-Man snapped back at Venom. An incredulous look formed on Venom's face at the nerve of Spider-Man. He launched himself at the web-slinger bent on destroying the man behind the mask for his so-called crimes.

Upon tackling Spider-Man, the two went through the wall on the left side of Ben's apartment and barreled all the way through to the other side of the building where they were sent hurtling toward the street below. Both of them fired web-lines to save themselves and they both swung to the next building over. Spider-Man landed first and sprung onto his hands sending his feet flying back at Venom who had redirected his path in order to perform an aerial pounce on the web-spinner. Both of Spider-Man's feet connected squarely with Venom's jaw sending him rocketing toward the edge of the roof. However, Venom stopped himself with tendrils of his living costume latching onto the surface of the roof and depositing him gently on his feet. The two mortal enemies stood distanced from each other by the expanse of the roof. If there was any doubts as to how far Ben thought Venom would go, they were shattered when Brock used suit tendrils to rip a large water tower from it's supports and send it directly at an unaware couple who was walking the sidewalk. Ben fired two whole web cartridges in the process to stop the water tower and ease it to the street below away from the couple. Brock took this moment to make a sneak attack, which Ben couldn't react fast enough to avoid. A solid right cross from Venom struck Spider-Man in the jaw so hard that he was unconscious before hitting the roof of the adjacent building from the one they were on. Venom laughed at his short victory then jumped over to the other roof and carted Spider-Man off. Not more then an hour later, Peter and MJ were watching the news in the living room of their house in Queens when a late breaking report replaced the news coverage of the political race between the current president and his opponents.

"This is Kimberly Wong with ABC news," The anchor woman said. "We just received eyewitness reports that the vigilante Spider-Man was defeated by the deranged Venom monster and kidnaped. We here at ABC are trying to get all the available details so stay tuned as we continue this late-breaking story."

Peter shut the television off immediately while MJ had already started packing their things because they knew where Venom would be heading next. He went into their bedroom to get a device that Reed Richards had given him long ago to use against Venom in case that something happened to Reed or if Peter and his family were in extreme danger. It was a sonic grenade specifically designed to destroy Brock and the symbiote. Peter had never used it before because he didn't believe in taking another's life and at the time he had his spider-powers to aid his keen intellect in defeating Venom. But now, his family was in grave danger as Ben was out of action and Brock was sure to be coming after them. Peter turned to his wife who saw the sonic grenade and she rubbed May's back as she rushed off to get the car started. Peter grabbed his Spider-Man uniform that he had given to Ben only for his surrogate brother to return it and brought it with him. Once Peter got inside the car the front end lurched forward and Venom appeared with his suit tentacles holding Ben up in the air.

"Going somewhere Mr. and Mrs. Parker," Venom laughed. Before Peter could utilize the sonic grenade the symbiote's tentacles engulfed both of them and rendered them unconscious. By the time the police were called and had arrived Little May was alone, awake and crying her heart out.


	2. Chapter 2: Changes Part 2

_Bitten by a radioactive spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning danger sense of that irradiated arachnid. Hoping to use his powers for personal gain, Peter sought to make money as pro wrestler and a TV sensation, but with the death of his beloved Uncle Ben, a grief stricken Peter learned an invaluable lesson. With great power there must also come great responsibility. Armed with his wondrous web shooters Peter struggles with this lesson. Trying to balance an ordinary life with a day job and still divide time to be with his wife and to protect his fellow man. Due to the events regarding his personal life, Peter has given up the role to the one true Peter Parker whom goes by the moniker Ben Reilly. This is the story of **The Amazing Spider-Man!**_

**"Changes Part 2 of 3"**

To be truly defeated one must be deprived of everything he or she cherishes. A skilled predator knows this and uses this tactic to weaken it's prey before striking the killing blow that will send it's victim out of this world. Laying in the midst of a giant spider-web were Peter and Mary Jane Parker, unconscious and unaware of where they were. To the other side of the construction yard Spider-Man was tied by his ankles and hung upside from a crane forty or more feet in the air. Edward Brock cracked his knuckles as he started to become giddy over the fact that he would finally have his revenge on Parker and the _fake_ Spider-Man. The cool gentle breeze picked up, whipping against the web-slinger's body and stirring him to consciousness. When he opened his eyes he realized that he was not in the best of situations. The last thing he remembered was fighting with Venom, saving those bystanders, and then nothing. It figured that after saving some ungrateful bystanders that he would be carted off by one of his most dangerous foes. He flexed his muscles straining the chains to their limit until they snapped. As he fell, he pressed the hidden palm triggers in his gloves and fired a web-line to slow his fall to the ground. Once he touched down his spider-sense went crazy. He leaned backwards as symbiote tentacle shot by him and latched onto the crane. Sensing that Venom wasn't done, Spider-Man sprung onto his palms and back flipped away before Venom could attempt anything further with his symbiotic other.

---

The weekly edition of the Brooklyn Herald was released through out the city with every subscriber coming out of their house fresh from whatever they were doing would pull open their carefully wrapped newspaper to see the latest headline.

_**WILSON FISK FOUND DEAD**_

The news was shocking and had left many of Fisk's allies uneasy. While it did open new opportunities it also left a void that could be filled by anyone. Jessica Jones looked over the newspaper that had been printed by her colleague Kat Farrell and was impressed by the outstanding note taking she did on the report. One thing bugged Jessica though was who could have gotten so close to Wilson Fisk to kill him? He had the best paid for bodyguards in the world. If some one could have gotten through them then they would have had to border on superhuman. That meant it feel into her lap since she was the superhuman related crimes reporter. Or SRCR for short. She folded up her copy of the Herald and tucked it under her arm as she had some sleuthing to do.

---

Detective Ronald J. Schroeder of the Major Case Squad was puzzled by the case thrown into his lap. Nearly thirty years as a policeman and he had never seen a case like this. It happened two hours ago when the dispatcher received a call from a neighbor next door to the Parkers. The neighbor had stated that she heard a ruckus from the Parkers residence and reported seeing some one carrying what looked like two bodies off into the night. By the time officers arrived they found that the Parkers were gone, but their daughter was left behind. It appeared from what the CSI could make of the crime scene that they were trying to get away from some one or something before they were kidnapped. What confused Schroeder is why the kidnapper didn't take the baby with him when he took the Parkers? Did he feel the kid was a burden? What Detective Schroeder had on his hands was a doozy of mystery and it would take a lot of man hours to find out what happened to the Parkers. For now young May was in the custody of Anna Watson, the aunt of Mary Jane Watson-Parker. An officer walked into the room leading a woman with platinum blonde hair and wearing tight shirt that showed ample cleavage and hip hugging jeans to Detective Schroeder's desk.

"Detective Schroeder?" the woman asked.

"Yes, and you are?" Detective Schroeder replied.

"Felicia Hardy," Felicia said, shaking Schroeder's hand. "I'm a friend of Peter Parker."

"Oh, really?" Detective Schroeder responded. "Have you heard from the Parkers recently?"

"No, I haven't. I was hoping you would could tell me why their house is a crime scene," Felicia said, a worried look on her face.

"Well, Miss Hardy," Schroeder replied. "I'm afraid the Parkers have been kidnapped. By whom we don't know, but I swear when we do we'll bust'em."

"Thanks," Felicia said, her expression lighting up only a little. She then turned on her heel and left.

"Poor girl," Schroeder said mostly to himself.

---

It was another lonely and busy night at Stark Enterprises. The employees in the Weapons R&D lab were hard at work trying to get their new phase shift generator online in time for tomorrow's presentation, yet they were sadly unaware of a single metallic appendage that slithered down through an air conditioning vent above them and scoping out the layout of the lab. Miles away a young woman with dyed purple hair and fair skin fancied a glass champagne while watching the video stream from her octobot that she built. She looked to the holographic program that projected in the center of her lab and pouted.

"I don't understand why you don't want to return my love," she said.

"Because my dear I have come to accept my fate and it is only through death I can be rid of the pain that Spider-Man causes me. As I have said before if anyone could complete our work it is you and only you," the program replied.

"I appreciate your faith in me, but sometimes I feel it's not warranted." the woman said.

"Nonsense!" the program responded in most emotional tone it's programming would allow. "You are the finest student I ever had and I trust _no one else_ with my work, but you."

The woman cried, but if it was tears of joy the hologram could not be certain as it's hard drive didn't possess any equipment to detect the emotional responses of his affectionate savior.

---

Spider-Man avoided another blow from Venom and leaped high into the air firing a barrage of impact webbing covering the psychopathic villain and as he descended he fired a web-line and swung up to a platform next to the web that Peter and Mary Jane were stuck to courtesy of Venom.

"Hey Peter, MJ! Wake up!" Spider-Man said, taking brief glances at Venom who was struggling with the constricting impact webs.

MJ was the first to stir and she looked up seeing the ground below her and screamed. This shrill woke Peter up and he looked up saw that he was upside down. He turned his head as much as he could to see his wife who was frightened and he could hear a muffled voice calming MJ down.

"It's okay MJ, I'm here." Spider-Man said.

"Ben?" Peter inquired.

"Yes," Spider-Man replied, his spider-sense flared and he leaped away as a girder flew past. Peter looked down and saw Venom land on the web.

"Well, well, Parker. Looks like you get to see me kill Spider-Fake!" Venom said, a costume tendril lashed out at Spider-Man as he tried to sneak up on the symbiotic murderer. The web-spinner was caught by the throat and driven into the web where he became stuck and couldn't move.

"Now isn't this a nice reunion all three thorns in my side at the right place where I can safely dispose of them," Venom commented, as he tried to suppress a laugh. "Fortunately for you our other has other plans for the three of you otherwise we would kill you now!"

Peter went to say something, but stopped himself as MJ was there and he didn't want to make the situation worse for her. MJ however was frightened to death. Spider-Man struggled to get free of the web so he could save Peter and MJ, but since Venom was so close to his costume shedding that it increased it's tensile strength. While he laid there helpless Spider-Man began to wonder plans Venom had for them and if he could escape in time.

---

Black Cat dropped down through the sky light of the Parker Residence and started to look around for clues. Ever since she had seen the police parked outside of Peter and MJ's house she had this fear that something wrong had happened to both of them. Well more precisely Peter. Peter was the one she cared more for though, but she did think MJ was a good friend. She took the flash light from her belt and searched the living room, the bedroom, the kitchen, and garage. Just at the foot of the edge of the garage where Peter and MJ's van had been parked and trashed she found a black jello like substance coming out of the cracks of the driveway. Right there and then realization dawned on her as to who kidnapped Peter and MJ. And she also knew how to find them as Peter had given MJ a spider-tracer disguised as a piece of jewelery because of the danger caused by the villains who knew Peter's real identity and the many times MJ had been kidnaped by obsessed stalkers. A fact that Peter shared with Felicia should something happen to MJ and Peter wouldn't be around to help her. Black Cat raced upstairs to their bedroom and opened the only drawer of the nightstand and threw out all the junk until the drawer was empty. She felt along the bottom and noticed an indention in the middle which meant there was a hidden panel. She removed it and found Peter's old spider-tracer. She picked it up, flipped a few switches, and a steady signal began to pulse south east from Forest Hills. Black Cat smiled and stuck into her Fanny bag.

_Well Peter dear it looks like you knew you'd knew their would be a time that you'd need your old spider-tracer and lucky for you it's in my hands._

She then left the house the way she came in desperate race to get to them in time.

---

Fisk Towers stood as one of the tallest buildings in New York next to Stark Tower, the Empire State Building, and the newly constructed Four Freedoms Tower built in memoriam of the Fantastic Four and all of those who died in the Onslaught crisis. Jessica Lynn Jones gazed at the intimidating skyscraper and again wondered how some one got through forty-nine floors of security. Pushing aside that terrifying thought she took a deep breath and walked through the double doors and up to the reception desk. A shaggy blonde haired man sat in the receptionist seat with a Chuck Palahniuk book in hand and a soda in the other. Jessica cleared her throat and went ignored. She did it again and was ignored a second time. This time she grabbed the book out of his bony hands, which brought his eyes forward where he stared shamelessly at her chest.

"Um, yes?" The receptionist said.

"Is there some one here I can speak to about Mister Fisk's death?" Jessica asked, she made a motion with her hand to draw his attention away from her breasts.

"Uh, yes." the receptionist replied.

"Well?" Jessica said, becoming very irritated by the half-wit.

"Oh, right." the receptionist apologized. He made a call to some one from upstairs and after a moment hung up. "Mr. Dillon will be down in a moment to see you."

Jessica gave him back his book and moved to a safe distance away from him so she wanted be tempted to throttle him something fierce. It took twenty minutes before mysterious Mr. Dillon showed up and Jessica was a bit unnerved by his intimidating size. He stood a good eight inches taller then her and his body was well developed from obvious rigorous exercise and training. His black hair was gelled and slicked down so he'd look more professional. He pulled his shades down and stared into her brown eyes with the most icy cold blue eyes she had ever seen.

"My name is Mister Dillon and I am a representative of Mister Fisk's estate. May I ask what your business is Miss?" Mister Dillon asked.

"J-Jones," Jessica stammered a response. "Jessica Jones."

"As I was saying please state your business Miss Jones. My time is short," Mister Dillon said, placing his shades back on his face.

"I was wondering if you had any more details concerning Mister Fisk's death and if I could interview any of the personal on du--"

"Absolutely out of the question, Miss Jones. As the representative of Mister Fisk's estate I must insure that the privacy of his businesses and family is maintained," Mister Dillon said, with a dark, frightful tone.

"Right," Jessica replied, her heart started beating faster as she was now very scared of this Mister Dillon and she wasn't so sure that she was safe right now. "I'll be going then."

"Do so and please don't come back," Mister Dillon said, as he watched her leave.

Once Jessica was clear of the building and caught a taxi she scolded herself for folding like stack of cards, but deep down her inner voice had told her that if she didn't leave then she could end up in a worse fate then Wilson Fisk. She rode the taxi all the way home where she hoped a nice alcoholic binge would wash away her fears and disappointment.

---

Felicia realized she was close. The signal was getting stronger every second and soon she would arrive where Venom had taken Mary Jane and Peter. She had only hoped she wouldn't be too late.

---

Meanwhile, Spider-Man was surprised when he saw the Wizard floated down from the sky and crack a grin. Venom didn't seem to off put by the former intellectual nemesis of Reed Richards, which meant lots of trouble for the wall-crawler and the Parkers. Ben had thought to attempt to break his bonds now while Venom was away from the web and talking with Wizard, but with Mary Jane and Peter in harm's way he knew it would be mistake. Instead he listened on the two villain's conversation.

"I see you have done well for yourself and your other Venom," Wizard said, with a superficial compliment.

"We do try Wizard. Now did you bring what we asked?" Venom replied, his patience wearing thin of Wizard's insincere flattery.

"Yes, Isotope E7, the closest medical science has come to a cancer cure." Wizard said. "I still don't see what you want with it."

"You will once you give it to me," Venom chuckled.

"Not that I don't trust you -- well actually I don't trust you," Wizard said, as he snapped his fingers. From the three corners of the yard appeared the Trapster, Speed Demon who had appeared to be faster then ever, and Rhino.

"Aw, you brought us some friends to play with!" Venom laughed as suit tendrils pulled him high up into the skeleton of the building that was being erected.

"Frightful Four fan out and find him!" Wizard commanded, his voice filled with anger.

Trapster took the west side, Speed Demon came up the south side, and Rhino climbed the east side while Wizard floated over to Spider-Man and the Parkers.

"I don't know who these two are Spider-Man, but I'll dispose of them once I'm done with you," Wizard said.

"What's wrong with you, Wizard? Did the death of Mister Fantastic finally goad you to working with a two-bit villain like Venom?" Spider-Man replied, hoping to goad Wizard into a rage.

"For your information WEB-SLINGER! I've wasted my life trying to prove my superiority to Richards only to time and time again be out shined by him and his accursed family!" Wizard snapped, his rage bubbling to the surface.

"Oh poor baby -- you know you and Doctor Doom should form your own support group for overlooked super-nerds," Spider-Man mockingly replied.

Wizard fired an energy blast from his gloves and Spider-Man leaned to the left just in time for the blast to sear the threads holding him down. He leaped at Wizard and redirected the villain's second blast to dissolve the web tendrils that supported between the skeleton of the building. This caused Peter and MJ to free fall for what seemed like forever, but sudden jolt landed them on solid ground. When they both looked up it was with relief.

"Well, looks like I'm just in time," Black Cat stated.

"Felicia, Venom and the Frightful Four are here. Ben will need this sonic grenade to beat Venom and your help to the Wizard and his gang," Peter said.

"All right," Black Cat replied, as she took the sonic grenade and went to help Spider-Man.

"C'mon MJ, we have got to get down from here and far away from here," Peter said.

MJ nodded her head and they ran for the elevator.

---

Venom was toying with Trapster and Rhino and they both knew it, but the one he couldn't predict was Speed Demon. The damned speedster was faster then before and Venom's form of spider-sense went seconds too late to do anything to help from getting nailed by a supersonic punches. The pure excruciating pain from the sonic booms was hurting them and they wanted to drink Speed Demon's blood and feast on his tainted heart. The problem was catching the speedster. Venom created a web barrier to the four sides of him and once he heard the sonic boom he jumped in the air and fired a big glob of webbing as Speed Demon started to burst through the web barriers. With a hard yank they sent Speed Demon flying into the distance and returned their attention to Rhino and Trapster.

---

Spider-Man struggled with Wizard trying to prevent the gizmo laddened villain from unleashing another blast from his wonder gloves. A claw cable wrapped around Wizard's waist and he felt a tight tug as Black Cat was zip lined onto his back and raked his face. This allowed Spider-Man to nail him across the face with a right hook knocking the villain out and causing the three to fall. Using his web-shooters, Spider-Man lowered Wizard and himself to the ground while Black Cat lowered herself to ground with her claw cable.

"Hey, um, Spider-Man." Black Cat said, confused as to who was under the mask.

"Black Cat right?" Spider-Man replied. "Thanks for the help. I have to go stop Venom now."

_He sounds just like Peter... _"Wait, Peter gave me this sonic grenade to give to you to use on Venom." Black Cat said.

"What will it do?" Spider-Man ventured.

"Incapacitate him I think," Black Cat responded.

Spider-Man nodded his head and swung off toward where Venom was and just as he landed Venom had finished dealing with Trapster and Rhino. Both were hurt, but still alive. Spider-Man held the sonic grenade behind his back and edged closer to Venom knowing that Venom was tricky, but he hoped that provided to be trickier.

"Okay Venom. Let's settle this once and for all!" Spider-Man demanded, hoping to coax Venom to get closer.

"You asked for Spider-Fake!" Venom snarled, but he didn't charge ahead. He instead turned invisible.

"Nice try Venom, but I can detect you with my spider-sense." Spider-Man muttered, focusing on the buzzing from the base of his neck. However, it appeared Venom wasn't getting closer in fact he was moving further away. That's when Spider-Man turned to Black Cat who was suddenly jerked from mid-air.

"Hahahaha! Come and get her Spider-Fake!" Venom dared, his inhuman voice giving off the sound of arrogance.

_What now? I can't risk Venom harming her before I can use this sonic grenade. _Suddenly, an idea popped into Spider-Man's head and he kneeled and unmasked himself hiding the small, marble sized grenade in the palm of his hand by the use of his wall crawling ability. Venom dropped down and edged closer to the hero holding Black Cat by a suit tendril.

"So you see how futile it is," Venom said. "Now that you have given up. It's time I killed you!"

Venom picked Spider-Man up and that's when Ben took his opening by placing the device against Venom's cheek after activating it. The devastating sound caused the suit to retreat into Brock's body and Black Cat was dropped to the platform first followed by Spider-Man. But, the grenade didn't stop there for it's powerful sonic pulses continued to grow in intensity and Brock grew weaker and weaker till he was near death's door. Spider-Man realized this and he grabbed the grenade and crushed it in his palm, and then slipped his mask back on. He checked Brock's pulse and Brock was far too weak to do anything. After Spider-Man wrapped Brock up for the place and the Frightful Four, he and Black Cat swung away off to distant roof top to talk.

"So who are you?" Black Cat asked.

Ben pulled off his mask and Felicia was shocked. "My name's Benjamin Russell Reilly -- I'm the real Peter Benjamin Parker."

"But -- I mean how?" Felicia said taking off her masked and sitting on an air vent.

"Along time ago the Jackal cloned me and set up a fight between me and my clone. During the fight I think we were heavily drugged because I can scarcely remember the details," Ben explained, his face ridden the sorrow of the years he had lost. "The sense of confusion I had seeing Peter and the effects of whatever Jackal doped us up with had me believing I was the clone. I don't remember much after excepting waking up in the smoke stack and thinking that it was best if just drifted away to let Peter have his life -- my life."

Felicia rubbed the edges of her mask as tears welled up in her eyes. "All that heartache and it was over some one who wasn't who he appeared to be. I-I don't even know who you are Peter Parker."

Felicia put her mask back on, got up, and sprinted to the edge of the ledge where she leapt off. Ben sat there for a moment longer wondering if that was his best decision or his worst decision.


	3. Chapter 3: Changes Part 3

_Bitten by a radioactive spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning danger sense of that irradiated arachnid. Hoping to use his powers for personal gain, Peter sought to make money as pro wrestler and a TV sensation, but with the death of his beloved Uncle Ben, a grief stricken Peter learned an invaluable lesson. With great power there must also come great responsibility. Armed with his wondrous web shooters Peter struggles with this lesson. Trying to balance an ordinary life with a day job and still divide time to be with his wife and to protect his fellow man. Due to the events regarding his personal life, Peter has given up the role to the one true Peter Parker whom goes by the moniker Ben Reilly. This is the story of **The Amazing Spider-Man!**_

**"Changes Part 3 of 3"**

Dinah Murray made a series of staggered strides to her apartment when a figure in black crashed through the door of apartment 3B two doors down. She squinted her eyes trying to make sense of the blurry images playing out in front of her, but she was too out of it from the tequila. After she took another step she promptly fell on her face asleep. Across from her Spider-Man fought with the assassin known as Killer Shrike who was trying to carve the web-slinger up. Spider-Man planted his soles on the foul felon's stomach and with the amazing strength of his legs he sent Shrike back out the way he came. As Spider-Man sprung to his feet he made a quick examination of his drunken neighbor then shot out to engage Shrike.

---

Jessica rolled her eyes back and forth as the Editor in Chief Ralph Plasco grilled her about the lack of progress she was making so far. While he was ranting on Jessica saw Ben come in wearing a nice black theme set up with a black leather jacket and red T-shirt to give him a Michael Knight touch for the modern age. Sly dirty thoughts started to creep into her mind as she pictured Ben doing a slow, affectionate strip tease.

"Jessica, are you even hearing a DAMN word I am saying!" Ralph snapped.

"Hunh, uh sorry chief," Jessica apologized.

"Where the hell were you just now? Off in never, never land?" Ralph asked sarcastically.

"No," Jessica replied as she stole glimpse of Ben before looking at her feet.

"Okay, Ben. Here's the situation. Since Jessica here couldn't get any information on the murder of Fisk. I'm going to assign the job to you," Ralph said.

"But it's my story," Jessica protested.

"And you haven't done diddly in the past year. Now scram. This paper no longer requires your services," Ralph shot back.

"What about the Daredevil story I got you -- the Punisher suicide confession, and the Hulk story," Jessica responded. "I've gotten this paper some damn good stories and I helped it gain third place in the state wide readership polls."

"Don't I have a say in this?" Ben inquired.

Ralph shot Ben a heated glare. "What Reilly? You going to give me a sob story that you can't pull your weight or whine how much you have contributed to this paper?"

"No, I was going to say how I insist that Jessica do this story with me and we share the by-line," Ben said.

Ralph's jaw dropped. "Insist? You are going to insist?"

"Ralph, calm down."

Ralph looked to the door way and saw the Publisher of the Herald standing there in his pressed Armani suit. "We don't want to get rid of our two most valuable investments Ralph. If Ben wants to work with Jessica then let them do it."

"Oh come on Bill. You know that Jessica hasn't had a good story in a year. She's been a dud since she was put in rehab last year," Ralph said.

"She's still a hard worker Ralph and a good reporter when she really tries. And Reilly here is the only one who can get shots of Spider-Man since that Parker kid retired from Photography."

"Fine. Ben and Jessica will do the story -- together. Now go you two. Me and Bill have to talk about some things," Ralph said.

Jessica grabbed her coat and walked out with Ben following right behind her. As they got into the elevator and the doors shut behind them she immediately pressed him against the wall and kissed him right on the mouth. Ben was surprised by the notion and didn't know how to react to it. When she finished she rubbed her hands across his face.

"Thanks."

"Your welcome. I think," Ben replied.

She went back to her side of the elevator and smiled while Ben was trying to figure out what the kiss meant.

---

Detective Schroeder rubbed his chin and leaned back in his seat as he considered the tale that the Parkers had told him. It was a tall tale by his estimation, but given that Venom was captured and Schroeder had no reason to pursue the case any further he had no choice, but to let it go. He sat back up right and closed the file.

"Thanks for your cooperation. You may go," Detective Schroeder said.

"Thanks Detective," Peter replied.

Peter and MJ walked off and breathed a sigh of relief hoping they wouldn't have to do that again. Once they got outside and into the car MJ turned to Peter.

"Peter, we should really consider moving far away. With Brock and Venom knowing you and Ben's secret May and I won't be safe and neither will you."

"I know. I guess we have no choice."

"As soon as we get back to the apartment. Let's pack up and move back to Portland."

"Honey, we sold the house there and there is no place there I can get a good job."

"Then let's go to Austin, Peter. I know of a place that we can stay for a while until we get back on our feet."

"All right. We'll talk about it once we get home, MJ."

"We'll do more then talk," MJ said softly.

---

Stark Enterprises at night was the perfect model of a modern technological Camelot. Inside of the pristine, triple layered steel walls laid the most brilliant engineers who were divided into separate tasks. One group worked on trying to unlock all the secrets of the Starktech armor. The other group was to finish the preparations for the phase shift generator's transfer to Gamma Base 2. The head of this operation was Stewart Clarke who had once been Rampage, a former Champions foe, but after a career of defeats that marred his reputation as an engineer he ended up a derelict on the streets until Virginia Potts offered him the position of head engineer in the weapons development division. A position that was his only out with all the problems he faced from enemies he made in prison and debts he incurred in his Rampage days. With SE he would be protected by the new Iron Man whose identity was kept a closely guarded secret by Virginia. As the two groups of engineers worked on their projects a sly tendril slipped through an overhead air vent and clacked its pincers together twice before being joined by another tendril with pincers at the end. The two tentacles wrapped around the air vent grading and pulled it out of place while a woman was lowered down to the floor by two other tentacles. Running a hand through her hair, Lady Octopus smiled and went about her plan.

---

The two guardsmen outside of Brock's cell were disturbed by his behavior. For the past six hours since his capture he had been rambling mostly to himself and appearing to be more unhinged then he had ever been before. They could not know the activity going on in Venom's joined mind.

_We must collect the piece of our offspring and make it apart of us!_

"Yes!" Brock said. "Then and only then can we be stronger then Spider-Fake and Spider-Man!"

_We are not strong enough to break free yet... We must regain our strength...that surprise of Reilly's had taken more out of us then we thought possible, but next time we will not be taken so off guard._

"No, we won't. He is a tricky one. More tricky then Spider-Man, but he won't fool us again," Brock agreed.

_Let us rest and recover. Sleep will restore more of our strength._

"Yes, sleep." Brock promptly fell asleep after he said that.

---

Bentley Whittman stewed silently in his cell as he regarded the lost to the black costume wearing Spider-Man and the Black Cat. How he hated those two for foiling his plans to double cross Venom. If that vial was what Bentley thought it was then he would have had more power then he could ever dream of to match his uncanny intellect. But, now that plan was gone because of Spider-Man's interference and the whereabouts of the vial was unknown.

_When I get out of this cell and I swear I will. Spider-Man and the Black Cat will pay. And most of all Venom. Your secrets will be mine!_

---

Time went slowly by as Peter and MJ packed their things. They had talked it over with and had decided on that moving if albeit temporary or permanent was the best solution for now. A knock on the door disrupted their moment of silence and when Peter opened the door he was promptly slapped.

"Bastard!"

"Felicia?" Peter said surprised and stunned by her slap and insult. "What was that for!?"

"You lied to me! You lied to me all these years! You were never the man I loved! You were just a clone! A test tube baby that some crazy scientist grew in his lab and I hate you for lying to me!"

"Who do you think you are for slapping my husband," MJ said as she started to round the corner.

Peter blocked off the door and his head was low. The pain caused by Felicia's words were visible on his face. Felicia just glared at him for a moment longer then left. MJ slipped under Peter's arm and watched Felicia's retreating form. She turned and noticed Peter going into the apartment and taking a seat on the sofa.

"You okay tiger?" MJ asked.

"No," Peter responded.

"She had no right to do that."

"Maybe she had every right," Peter said as he ran his hands through his hair. "My whole life is a lie.

"Is May a lie? Are we a lie?" MJ ventured.

Peter got up and rubbed the back of his head. "No, I don't think so."

"Peter, look at me."

Peter turned and gazed into emerald eyes, "We are not a lie and neither is our daughter. Now that Felicia nows doesn't change anything between us. She was never apart of the picture and never will be. She has to accept that."

Peter nodded and kissed MJ's forehead. "You always bring me back to earth you know that?"

"That's what a woman is supposed to do."

They shared a kiss and went to get something to eat.

---

"Is this the place?" Ben inquired as he checked out the large steel gate that blocked off the long stretch of driveway that would lead to the obscured mansion in the back.

"Yep," Jessica responded. "So how do you suppose we go in? We try the press badges or we sneak in?"

"Press badges and if that doesn't work we try the sneak in method," Ben said.

"I like your style Mr Reilly."

Ben and Jessica got of the car and walked up to the guard at the check point and flashed their press badges. The guard nodded and allowed them to pass much to the surprise of the duo. As they got the car and drove up the driveway to the mansion Ben felt slight tingles from his spider-sense, but they were relatively weak. He had to suppress the notion to react on his instincts until he knew what was generating the signals. When Jessica parked in front of the mansion they got out and were escorted inside where they were brought before Vanessa Fisk. She took a glass of champagne that was offered to her by a servant and greeted the two.

"Welcome to my home. What do I owe the pleasure?"

"We were wondering if you had any inkling as to how some one got past the security of Fisk Tower and killed your husband," Jessica asked.

"My husband had many enemies not only in the spandex set, but those who were on the wrong side of the law. Any one of them could have done the deed easily and not broken a sweat," Vanessa replied.

"Was there any in the employee of Mister Fisk that wanted to see him dead?" Ben ventured.

"I don't know," Vanessa responded. "Wilson over saw the decisions that his managers made when personal was hired. I never heard of anyone that had any problems with my husband when they worked for him."

"Thanks for your help Mrs Fisk," Jessica said.

Ben waved to Vanessa as he and Jessica left.

---

Spider-Man kicked Killer Shrike as soon as he leapt out of the hole that hadn't yet been repaired in his apartment. Shrike rolled with the blow and let his anti-gravity belt adjust his descent so he could come around to attack Spider-Man's flank.

"Your not going anywhere Spider-Man! I don't know why you are at Reilly's apartment, but it doesn't matter since you are saving me the trouble of finding you and killing you for the bounty on your head!" Killer Shrike said as he wrapped his arms around Spider-Man's waist and shot them toward the building across from Spider-Man's third story apartment.

_Bounty on my head?_

Spider-Man pried Killer Shrike's arms from his waist and rolled along the villain's back allowing Shrike to barrel head first into the building while Spider-Man fired a web-line and anchored himself. He watched as Shrike floated unconscious in the air and he grabbed Shrike's belt as the costumed killer flew by.

"Don't ever say I didn't do anything for you Shrike."

---

Moments later Shrike was left for the police and Ben had his things packed up in a carry case. Since his apartment was wrecked and he was promptly kicked out of the complex he needed a place to crash until he could find a new place to live. He had told the manager that he didn't know why Venom had come through the wall, which was a white lie and that made the manager relent enough to were he was going to let it slide since Ben's insurance deposit would cover it, but then Shrike came by and made things worse. The tenants felt that Ben's job as crime photographer was a breeding ground for enemies that could hurt them so they complained to the manager and that led Ben to where he was now. There was only one other place he knew of that he could go to, but Peter, May, and MJ didn't need to be put in danger especially with what had happened with Venom. So the only other option was to rent a room for the night and find an apartment tomorrow.

_Next Issue: Seven Ways To Hell_

**Amazing Fantasy: **_Here we are true believers with Ben Reilly the Amazing Spider-Man #3 and wow I have my first arc done. I just want you readers to know that this isn't my first time with Ben. I used to write Ben Reilly as the Amazing Spider-Man for Avengers/Marvel Reborn, but I quit the site and group fan-fic due to the bullshit politics. I hope you enjoy my newly, re-energized run on the Amazing Spider-Man!_

7/26/07

**-Mimick**


	4. Chapter 4: Seven Ways To Hell PT I

_Bitten by a radioactive spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning danger sense of that irradiated arachnid. Hoping to use his powers for personal gain, Peter sought to make money as pro wrestler and a TV sensation, but with the death of his beloved Uncle Ben, a grief stricken Peter learned an invaluable lesson. With great power there must also come great responsibility. Armed with his wondrous web shooters Peter struggles with this lesson. Trying to balance an ordinary life with a day job and still divide time to be with his wife and to protect his fellow man. Due to the events regarding his personal life, Peter has given up the role to the one true Peter Parker whom goes by the moniker Ben Reilly. This is the story of **The Amazing Spider-Man!**_

_**"Seven Ways To Hell Part I of IV"**_

_**Scream your last pitiful cry for freedom demon of Lilith - no one escapes the Ghost Rider!**_

With a simple back hand the hunter larvas' head was rendered from it's shoulders, it's body went limp from the impact as copious amounts of blood spewed from its neck, and the Ghost Rider relaxed his grip on his flaming, spiked chain to let it's dead carcass strike the pavement with a sick wet smacking sound. Across from where the Spirit of Vengeance had dealt with Lilith's putrid child a woman shook with panic over what she had witnessed. A horrible sight of unholy demons and men turning into flaming skeletons. Such graphic imagery had pushed her far way from the reach of the others - including the man known as Johnny Blaze. Johnny tried though - his warm, comforting arms wrapping around her and helping her up. In the back of his mind though he could feel the subtle warnings from his other half that this was just precursor of what was to come.

---

"Y'know Scorpy we do this same routine every week for what has been ten years and you still don't learn do you," Spider-Man said as tapped the webbed up Scorpion on the nose. "You will always be a _loser_."

After saying that Spider-Man dropped down from his crouched position on the underside of the street light and swung away. Scorpion bit his lip and lashed out in his bindings at again being beaten by the accursed wall-crawler. While several blocks away Spider-Man was sneaking into his temporary residence to change into his civilian clothes. MJ and Peter after their frightening encounter with Venom decided to move to Dallas where she knew a friend who could help them out. Peter wasn't sure when or if they were coming back, but he had been kind enough to lend Ben their apartment until the lease was up. The only obstacle was the uptight land lord.

"Mister Reilly!"

Speaking of the devil.

"What is it, Mister Ernie?"

"It's Earnest, Reilly. And I want to know what the hell all those noises are going in your apartment at odd hours of the night and the afternoon?"

"Aerobics."

Earnest tilted his head and gave Ben such a disturbing stare.

"Listen, I'll try to cut down on the noise, but would you kindly ask Mrs. Dinklemyer to stop coming into the apartment without an invitation."

"Why would..."

Ben looked away already getting impatient that the notion was lost on Ernie. So he side-stepped him and headed down the stairs to catch the bus to work. A cost effective strategy that Ben realized was necessary if he wanted to keep himself fed and afford the other necessities he liked. Not to mention being able to keep affording doing his favorite past-time - well to be honest it had become far removed from a past-time. It had become a coping mechanism that allowed him to deal with every thing that life could throw at him and as he hopped on the bus he thanked god for stupid gimmick villains and punching bags like Mac Gargan.

---

"Hello - my name is Johnny Blaze."

The waitress gave a snort and tilted her head to the side as pulled out her pad and pencil. "What'll ya have?"

"Um, lemme think. Hell, give me a hamburger, fries, and a coke."

"Coming right up," the waitress said as she started to walk away, but she stopped for some reason and lowered her head. "My daughter used to watch you when she was younger - it's too bad yer all washed up - she had a huge crush on you before she died."

Johnny exhaled and mumbled a bit before saying something. "I wish I was half the hero that I was to all those kids who looked up to me. The problem is I'm just Johnny Blaze. Nothing special - nothing worth caring about."

"Didn't have to tell me."

After the waitress walked off Johnny stared at the glass of water and watched the cold water turn - how he envied water. Being able to overcome any obstacle through sure flexibility yet maintaining a cool exterior. His eyes were taken away from the water when some one sat beside him.

"What are you doing sittin' here mopin' like a kid who sprained his ankle."

"Get out of here Caretaker. I don't give a shit who you work for this time."

"You know Lilith is here. And she's lookin' ta take you down. If I was you I'd get my head straight and forget about Danny. He knew what was at stake and accepted his fate. You have to do the same."

"He died saving my soul - he was my brother and I hardly knew him."

"One lesson you should have learned long ago kid. Time doesn't make up to nobody and you have to let it go. Otherwise Mephisto has already won."

"Well, what time won't I'll make sure Mephisto will."

"I'm just wastin' my breath here. If you didn't learn your lesson the first time then I guess you'll learn it this time around and if you don't I'll be kicking yer head in while we both rot with the rest of the damned."

"I'm sure my bike and that horse of yours will have plenty to talk about," Johnny said, as Caretaker walked out the door of the diner and disappeared.

---

If the pits of Hell held many wanderers in it's eternal grip then it was safe to assume that Heaven did the same. Only not as entertainment, but as prisoners who could not return with the knowledge of what they saw and with such thoughts in mind Dan Ketch wondered how he ended up in Heaven. Was he not damned for all creation because of the blood-line curse? Had he not committed the ultimate unforgivable sin - murder. He tried to rationalize the foggy atmosphere of his surroundings and the shapes of light that darted to and fro. One particular orb of light flew up to Dan and emitted such a soothing sense of feeling into him. He gave a gesture of thanks to the orb and walked toward the large golden gates licking his lips with wonder and amazement in his eyes.

"Dan Ketch," a soft, sweet voice said. "Come on through."

"Where does this gate lead?" He asked back.

"What you seek is beyond the veil - journey fourth at your own peril."

"I didn't like the sound of that - Um, shouldn't I be in hell now?"

No answer was forthcoming so Dan scratched his head and preceeded forward.

---

"How do you like that," Jessica said as she dropped the early edition on the table. "I got beat to the punch by Pen Lister."

Ben took a drink of his coffee as Jessica sat beside him. "It's nothing to get upset about. Besides the Kingpin's murder is still unsolved and with so much media attention being put onto his death - it's made you popular enough to be getting plenty of offers for that novel you wrote."

"All those offers are attempts by dirty businessmen to get a buck off anyone connected to the investigation of Wilson Fisk's death. And I maybe a lot of things, but I'm not some dime store bimbo."

"Didn't say you were."

Jessica laid a kiss on Ben's cheek. "You're a prince you know that."

"Really? I get told by the guys on the bus that I'm just some illiterate college preppie who represents the fall of modern society."

"You don't look like a preppie to me."

"Oh, what do I look like."

"I don't feel like saying," Jessica said in a teasing manner as she got up and walked off.

"I don't think I will ever understand the opposite sex."

---

Johnny stepped out of the diner and started to light a cigarette when some one tapped his shoulder. He turned in time just to catch a fist across his jaw and blackness filling his vision. When he awoke hours later he found himself bound in a chair with several of Lilith's children watching him. A smirk crossed his face.

"You guys sure saved me the trouble."

"Really, seems like the big bad Ghost Rider is out of gas."

For whatever reason Johnny couldn't transform, but he could tell the power there just beyond his grasp. Of all the times he wished not to be bound to damnation again he needed the power to defeat these demons.

"What do you think Lavic? He doesn't look so tough."

"I think his reputation is quite exaggerated Vida. With that binding spell - well hell my brother could take him."

_It is not!_

"Mistress Lilith, what brings you here?"

_I heard you captured my mortal enemy. I had to see it for myself._

"Well, the gang's all here. I guess this is some kind of home coming party hunh, Lilith?"

_You were always the annoying one Blaze. Ketch was the noble one._

"Leave him out of this," Johnny said flatly.

_Whatever for? We both know if it wasn't for you and that witch you called a mother none of your family would have suffered._

Johnny's bound hands began to sizzle and build up with heat as he let his hatred take hold. In a burst of hellfire he destroyed the binds and whipped out his chain in a manic frenzy cutting swarms of Lilith's drones while Vida and Lavic stayed back to the protect their mother. By the time the last bloody corpse hit the ground the Spirit of Vengeance was making a slow stride toward Lavic.

"You want a piece of me? Vida, get mother out of here. I'll take care of this bloke. He ain't nothin'."

_**Lavic is it? You are REALLY starting to piss me off.**_

"Oh deary me. I guess I should be afraid then. But, then I wonder which Ghost Rider are you? I know Blaze is your other half, but you I can't place. Are you Zarathos or Noble Kale?"

The Ghost Rider laughed. _**I'm just full of surprises - trust me.**_

"Let's have a go then," Lavic said, as he shot out the poison quills at the demon who rides the highways. To his disappointment the Ghost Rider pulled them out and dropped them to the ground making what sounded like a snort.

Pulling his shotgun from his back holster the Spirit of Vengeance blasted hot hellfire at Lavic, but the damn cagey demon leaped too quickly out of the way. Two more shots were fired wildly before the gun was knocked from Ghost Rider's grip.

"Aw, did the poor Ghost Rider's toy get taken away," Lavic said sarcastically as he kept to the shadows.

_**Remember second eldest of the blood - YOU ASKED FOR THIS!**_

Twirled and twirled did the Ghost Rider's chain go as it built up heat that lacerated through the warehouse. Just the slightest touch of the scorching air was enough to bring Lavic out of his hiding spot and the chain - red hot as it was wrapped around his neck and with a jerk Lavic was brought into Ghost Rider's open hand.

_**What is Lilith planning? TALK!**_

Lavic spit into the flames that emanated from the Ghost Rider's skull and with an ever so fast tug Lavic's neck made a sickening crunch sound. The Rider let loose Lavic's corpse and snapped his fingers to summon his ride. A hell on wheels burst through the wall popping a wheelie and came to a stop right beside the rider and Spirit of Vengeance gazed up at a spot in the rafters before collecting his gun and leaving.

"You think he saw us?"

"That's not what matters now. What matters is we find him help before he loses more of himself to the Rider."

"I know just the people - I will contact you when I can Caretaker."

"Yeah, don't count on it."


	5. Chapter 5: Seven Ways To Hell PT II

_Bitten by a radioactive spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning danger sense of that irradiated arachnid. Hoping to use his powers for personal gain, Peter sought to make money as pro wrestler and a TV sensation, but with the death of his beloved Uncle Ben, a grief stricken Peter learned an invaluable lesson. With great power there must also come great responsibility. Armed with his wondrous web shooters Peter struggles with this lesson. Trying to balance an ordinary life with a day job and still divide time to be with his wife and to protect his fellow man. Due to the events regarding his personal life, Peter has given up the role to the one true Peter Parker whom goes by the moniker Ben Reilly. This is the story of **The Amazing Spider-Man!**_

_**"Seven Ways To Hell Part II of IV"**_

Hell's Kitchen - a writhing cesspool of crime and corruption protected by a guardian devil. A lone avenger whose blindness was exchanged for the gift of a radar sense and superhumanly heightened senses. He stalked the night watching in his own unique way and listening to the drug trades and the crimes committed in his neighborhood. When he could stand no more he leaped from the top of the roof using his cable line to slow his fall and then with a clicking press of a stud his cable was released and he flowed into a flip that landed him on his feet. The thugs went for their weapons, but his Billy Club flew through the air cutting them off before they can accomplish their goal. He dove in with his feet first connecting squarely with the dealer and buyer's jaws. He back-flipped and nailed the bodyguard with heels of his boots. His Billy Club zipped back into his open palm and he brought it to bear against the buyer's hired muscle breaking the nose and knocking spittle from the man's mouth. Daredevil held the man up by his collar and said in his most sinister tone.

"You **will **want to tell me who is behind this drug deal going down in my Kitchen."

_Daredevil, I am sorry to intrude, but I have need of your aid._

"What is Stephan? I'm kind of busy," Daredevil said, as he noticed with his super-senses that time seemed to stand still.

_You won't have to worry about your fellow - he is going no where. Anyways, It's about the Ghost Rider - I am afraid that he is in need of your help. _

"I thought the Ghost Rider wasn't the team player type?"

_He isn't - the problem is he and his host have recently been through a traumatic experience and I believe it is affecting the performance of his duty. I need you and the others I am gathering to help him from veering from his duty._

"Who else will be helping out with this?"

_I'd rather not say. Time is of the essence - we must go now._

Suddenly and swiftly Daredevil vanished from the back alley in Hell's Kitchen.

---

Bullets streaked through the air cutting close to the man with the white skull emblazoned on his kevlar vest. He ducked behind the van which acted as his cover and awaited his opportunity. Then when the storm of bullets ceased for the moment the vigilante known as the Punisher made his move and ripped into the gang bangers with a barrage of automatic gunfire. Their pitiful cries of agony were like music to his ears as he sent a final blessing to each of them sending them to their final resting place. When he was done he holstered his automatic pistols and climbed back into the van.

_Frank Castle - I have need of you._

"Go away Strange. I have no time for your games. I'm sick of you capes interfering in my business."

_This time I am only here for your aid. Innocent lives are at risk. I -- we need your help._

"You have powers Strange. You can do it yourself."

_We have no time for this._

With a wave of his spectral hand the Punisher and his battle van vanished.

---

"So Ben what do you think about the food?" Jessica said.

"It's nice. I like it."

"Good - I mean I..."

"I think I get your meaning."

Jessica grabbed her glass and took a drink of her champagne. While Ben downed another glass of water and dug back into his salad.

"You really aren't the sophisticated type are you?"

"No, not really - though people seem to think I am some kind of preppie, but most people call me - uh - a nerd."

"I don't think you're a nerd."

Ben's spider-sense went off as he sensed some presence nearby.

_Spider-Man I have need of your aid._

"Um, I have to go to the bathroom, Jess. I'll be right back."

"Oh okay."

"What is it Stephan?" Peter said in a low tone as he made for the bathroom.

_Lilith and her brood have resurfaced on the earthly plane and the Ghost Rider is ill-prepared to deal with them due to his current crisis._

"This is the Ghost Rider we are a talking about Stephan - not Mister Immortal. He doesn't have problems. He just destroys whatever gets in his way."

_That maybe true of the past, but this time the Ghost Rider's mind is so chaotic that he may not be able to stop him from himself from going too far. Innocent lives could be at risk if we let him tackle this alone while he is in such a delicate stage._

"I get it. You need old web-head to keep in line so he can do his job," Peter said.

_Yes and you will have help._

"What? Who?

_No time to answer - we must be off._

In a flash Ben vanished and appeared alongside Punisher and Daredevil only this time he was in his Spider-Man costume with his web shooters on and his utility belt around his waist with a full haul of web cartridges.

---

Johnny Blaze sat on a park bench with a bottle of tequila in one hand and a pocket watch in the other. He waited as the hand slowly turned and with each turn came his desire to let out the demon inside of him. But, not till dark. Only in the darkness can the Ghost Rider thrive. And that was why Johnny Blaze waited for the moment. Already he could feel the lick of hellfire running through his body as the sun began to set. He took another swig of his tequila and tossed it aside as his body burst into flames. And when those flames died the Ghost Rider was loose again. From his finger tips a hell-cycle appeared to give him transportation across the city so that he could deal justice to his latest victims. As he started to get aboard his hell-cycle a web dome appeared over him. He grunted in annoyance and burned it away only to find Spider-Man, Daredevil, and the Punisher on the right side of him next to a tree.

_**So you would invoke my wraith by impeding the progress of my mission!**_

"Sorry Ghostie, but you are not in your right mind."

"Why don't you settle down Rider and let us help you. Togthe--"

_**NO! I will hear no more of this! Innocent blood has been spilled and nothing in my path may stay my burning exaction of vengeance!**_

The Ghost Rider hopped onto his bike and peeled out. Spider-Man fired a web-line to stop him, but the Spirit of Vengeance chain was whipped around in a blazing fashion to cut through the bothersome foil. Daredevil tried to catch up and use his Billy Club to knock the Ghost Rider from his bike, but the hell-cycle accelerated to a speed that even horn head couldn't keep up with. Punisher simply watched and did nothing. Earning the glare from Spider-Man.

"Thanks a lot Pun - not only are you a psycho, but you are worthless when it comes to helping out people who really need it. I wish Strange never put you on this team to help Ghostie."

"I concur Spider-Man's sentiments," Daredevil said.

"I don't care. I don't want any part of this. I just want to finish the job I was doing."

Daredevil and Spider-Man looked at each other for a moment as a thought crossed their mind.

"Don't even think about it. I have c4 explosives in my van and it's parked right next to a busy street. I can't see you heroes looking very good in the public's eyes if something terrible happened to those people."

"H-he wouldn't!" Spider-Man said.

"This is the Punisher we are talking about of course he would. You are a sick monster Castle."

"See you later heroes."

"So much for that. What now?"

"We try and find the Ghost Rider."

---

"I am sorry mother I have failed. My brother Lavic is dead and I have earned your scorn."

Lilith was quiet and unmoving. Her power however radiated throughout their lair and Vida could tell that his mother was quite angry. It was a subtle empathic impression that she generated through her bond with all of her children.

_I can not stand this any longer. First Noble Kale and his wretched Dan Ketch and now Johnny Blaze and Zarathos plague me. I must have a way to destroy them and you Vida I give you this chance to find that way._

"I will do whatever is necessary mother."

_Good. Now leave me be. I must have time alone to mourn my beloved Lavic._

"Yes...mother."

---

Dan Ketch roamed the star studded realm with his eyes taking in every angelic item that was contained in the holy room. In the far corner of this majestic room was a being with large angel wings and a crown made of solid gold. He looked at Dan Ketch and an instant feeling of recognition filled Dan's being. It was him - the almighty one. Dan got down on both knees not knowing what to say or do. His thoughts were jumbled because he was in the presence of the great divine. Everything felt so innocent. How could he be in heaven? How could he be in the presence of -- god?

_Dan Ketch - your life has been an agonizing cry of death and tragedy. You have been tasked with a heavy job and in it you have prevented the souls of the evil from escaping into the earthly realm. For this I thank you. Though, your soul was condemned by Mephisto -- my brother, I the king of angels and giver of life bequeath you this. A gift._

After feeling Jesus's melody in his head, which was how his brain interpreted the way Jesus spoke to him. Dan suddenly felt new life being breathed into his body. A cry of rejoice escaped his lips and he bowed before the holy king.

_Now listen closely Dan Ketch. This gift comes with a price. Your life is now intertwined with that of your half-brother. That you must do for me. You must make sure that he doesn't stray from the path and that he keeps the demons in check. Including the demon within himself. I will not be giving you any special abilities to do this nor are you invurnable. You can still be killed again and that is why you must take great pains to be careful when you return to the earthly plane._

"Why me god? What makes me so special?"

_You will be his voice of reason. Just like he was the skepticism that kept you from trusting the wrong people and making alliances with others. Trust your instincts and don't shy away the help from Earth's protectors. They can be just as useful to the goal you and Johnny are trying to achieve as having the Midnight Sons with you again._

"I understand. Thank you," Dan said.

With a gesture Dan was transported back to the earthly realm.


	6. Chapter 6: Seven Ways To Hell Pt III

_Bitten by a radioactive spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning danger sense of that irradiated arachnid. Hoping to use his powers for personal gain, Peter sought to make money as pro wrestler and a TV sensation, but with the death of his beloved Uncle Ben, a grief stricken Peter learned an invaluable lesson. With great power there must also come great responsibility. Armed with his wondrous web shooters Peter struggles with this lesson. Trying to balance an ordinary life with a day job and still divide time to be with his wife and to protect his fellow man. Due to the events regarding his personal life, Peter has given up the role to the one true Peter Parker whom goes by the moniker of Ben Reilly. This is the story of **The Amazing Spider-Man!**_

_**"Seven Ways To Hell Part III Of IV"**_

A fire, bright and red cast an eerie light in the streets of Hell's Kitchen. This fire had only one source and that source was the disturbing visage of the Ghost Rider. Vagrants that rummaged through the garbage took sight of the ghastly biker and scampered away afraid that it would cast some unspeakable harm upon them. For what only the devil knew. But its flaming iris' never took sight of them for they were not its prey. Its aims were of other worldly beings. As it drove by a decrypted old building its head swiveled to gaze upon the building for it sensed the presence of hell bound energies emanating from inside. The Ghost Rider got off of its bike and went inside alone keeping its chain close at hand and its shot gun slung in the holster. Striding purposely up the steps the dark rider turned to a door on the far right of the hallway which was blanketed by a black slime-like substance. For every step toward the door the bounty hunter from hell took it could feel something creep up its leg and when it looked down it found more of the black slime oozing from the cracks in the floor and crawling up its legs. Incensed, the demon drew its hellfire powered shot gun only for the slime to expand and bind its hand to its side with such force that it caused the Spirit of Vengeance to blow a hole in the floor. The dark rider struggled with its bonds writhing to get free, but it was no use. Resorting to other methods the ghastly biker used its mental command of the long length of chain wrapped about its fist, and sent it straight through the center of the black slime that covered the door way and what followed was a geyser of ooze and a fierce howl of pain.

_**Vengeance shall be mine!** _

Pulling the shot gun up and aiming it dead center the Spirt of Vengeance blasted the slime from hell into oblivion.

_**Now know forever torment...**_

The words of the Ghost Rider were filled with a tinge of sorrow, but there was no turning away from the path he walked. Lilith must die and that the Ghost Rider, Johnny Blaze would see it done.

--

Spider-Man and Daredevil made their way through the darkened city streets looking for the Punisher. For what reason they needed him Doctor Strange would not reveal. Neither the Scarlet Swashbuckler or the Web-Slinger believed that Castle's help was necessary. Yet, both of their experiences with the Sorcerer Supreme had taught them that when dealing with matters of the metaphysical that he would not lead them astray.

"So what's going through your mind horn head?" said Spider-Man as he kept at a pace that Daredevil could keep up with.

"I don't know. Stephan has never lied to me before. But, I can't condone working with a nutcase like Castle."

"Which makes me wonder why we even bother chasing him down?"

The two landed on a roof top and Daredevil turned to Spidey almost as if he was looking at him with eyes that could see.

"I may not condone Castle, but I'm not going to let him run loose in the city with a bomb attached to his van. What if he gets hurt bad and decides innocent lives are just collateral damage? What then?"

"I...hadn't thought of that."

"Well I have. Let's get going."

Following Daredevil's lead the two heroes resumed their chase.

--

Danny Ketch found himself in a back alley in Hell's Kitchen disoriented and vaguely aware of his surroundings. As he walked toward the street where the cars passed by he noticed a motorcycle where some foolish pedestrian had left the keys in the ignition. Rubbing his hands together at the lucky break Dan hopped on the bike, turned it on, and peeled out to look for his half-brother Johnny.

--

Vida soared through the nightly skies using his ability to commune with the vermin to help try and locate the Ghost Rider. Oh how he seethed in rage when he thought of his dear brother dying at the hands of the rider. It was a loss that everyone in the brood felt even his mother. And for every pain the rider delivered to his mother he would deliver seven-fold to the rider and its human host.

--

The Punisher pulled up to a warehouse in his unmarked grey van and pressed a button on the dash, which caused the garage door to raise. Once it was high enough he drove in and depressed the button causing the door to close. Inside of the warehouse was the Punisher's current outfitter who replaced the deceased Microchip. A man called Straight Flush who was an army veteran with a lame leg. He was working on a setting up a new weapon that he had gotten his hands on when Castle got out of the van and walked over.

"What's this?" asked Castle.

"It's called the Corner Shot, Frank. This weapon here will make your days a whole lot easier. Care to hear why?"

Frank nodded.

"See this pistol on the front end can bend horizontally in mid shot sixty degree angle. While there is a digital camera that is connected to this camera screen on the butt end, which will show everything it sees to you. So let's say you want to see if some piece of shit is stalking around the corner waiting for you to show your face. You just bend this and use your camera and BOOM! There goes one sack of shit. This beauty also comes with a flashlight, a trigger on the butt end, and a series of interchangeable attachments such as grenade launcher and assault rifle. Plus, I can even get an anti-tank attachment. Cool, hunh?"

"Good."

"W-what? That's all you gotta say?"

Frank just looked at him apathetically and walked away.

"I figured you'd be thrilled. I guess I was wrong."

Frank went to his private room and there on a desk beside a flat screen monitor was a picture of Frank's family. He walked over and sat it face down while he checked over his list for his next batch of prey.

--

"Seven high profile thefts in a week!" yelled J. Jonah Jameson. "And we don't have a single picture. Damn that Parker! If he hadn't quit on me and this paper in this time of crisis we wouldn't be getting our butts handed to us by the Brooklyn Herald."

"Now, now Jonah. Even you have to respect Peter's wishes."

"Fah!"

The ever, but jolly publisher sat back down in his chair to mull over his streak of bad luck.

--

After a tiring three hour wait for her date to get out of the bathroom. Jessica had finally decided enough was enough and returned to her apartment where she kicked off her shoes and plopped down on the couch. She picked up the remote and turned on the television only paying a little attention to what was on, but mostly wondering what had happened to Ben and why he skipped out on her.

--

The sounds of pipes being locked into place caused the woman known as Lady Octopus to get up from her couch and go to the chamber in which all of her hopes and anticipations lie.

"All of this I do for you my dear."

"I know and when I am made flesh again. We shall be together."

"As one baby."

"As one," replied the hollow voice.

--

"Is it ever enough?" asked the caretaker as he looked at Johnny who was lying on the grass in Central Park.

"No."

"One way ticket. That's all you get in this life amigo. Don't go down this road. You'll only live to regret it."

"I already made my choice, Caretaker."

"If it's of any concern. I think you did all you could do for him."

Johnny turned his head the other way as he got up. "I can't believe that. I won't."

Caretaker shook his head and left to wherever it was he came from. Johnny stood up and dusted himself off then got on his bike. Nightfall would be coming soon and if he was going to get his personal affairs done away with it needed be when the hell-spawn evil slept.

--

Spider-Man opened up the window to his temporary apartment and went inside casting off his mask to reveal the weary face of Benjamin Jay Reilly, the former Peter Parker. During the three years that have passed Ben had managed to fully transition into a life of his own and never did he imagine that his life would be more than what it was prior to the events that left him a journeyman. All he had was a time for a shower, a shave, and a quick change of clothes. He was lucky that he had today off, but he knew that Jessica was going to kill him when he goes to work tomorrow. For right now he had to worry about finding Castle while Daredevil searched for the Ghost Rider and its host. If the Man Without Fear could find tall, dark, and spooky then could they could wrap this case up a lot quicker.

--

Lilith watched as the newest members of her brood started taking shape as they fed on the victims that Vida had collected prior to his searches for their hated nemesis. It wouldn't be much longer before Vida would have to find newer victims as their supply was running low. However, that was not the only thought on her mind. For Lilith's eyes narrowed as she thought of dear Lavic who was resting in the netherworld. It would take much to return him to mortal realm and right now she had not the power to do so. She would need to come up with a way to bring back all of her children who the Ghost Rider had killed once if not twice before.

--

Daredevil performed a triple spin as he let go of the cable wire that stretched between the two towering buildings on either side of his brownstone and dropped the last four feet to his roof. After making sure that no one was watching via his hyper senses he pressed the secret stud that opened his hidden entrance to his brownstone and once inside he took of his mask. The hours that he had spent searching for Johnny Blaze and the Ghost Rider had so far had proven fruitless so he had returned to shower and change before heading out again. As he discarded the top of his uniform he finally noticed the scent of his intruder.

"What are you doing here Castle?" asked Matt as he kept his back to the Punisher.

"I really don't want to be here, but obviously your people won't stop pestering me. You see I checked my itinerary tonight and to my surprise I found an entry from Doctor Strange which explained what would happen if I didn't help you two. It's the damnedest thing too since no one should be able to hack into my computer systems."

"Doctor Strange is obviously the exception," said Matt whose every instinct was primed for a fight.

"Look. After this you and that arachnid clad freak leave me alone. Or else."

"After this isn't negotiable Castle. You deserve to be locked up."

"We'll see Murdock. We'll see."

_To Be Continued..._


	7. Chapter 7: Seven Ways To Hell Pt IV

_Bitten by a radioactive spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning danger sense of that irradiated arachnid. Hoping to use his powers for personal gain, Peter sought to make money as pro wrestler and a TV sensation, but with the death of his beloved Uncle Ben, a grief stricken Peter learned an invaluable lesson. With great power there must also come great responsibility. Armed with his wondrous web shooters Peter struggles with this lesson. Trying to balance an ordinary life with a day job and still divide time to be with his wife and to protect his fellow man. Due to the events regarding his personal life, Peter has given up the role to the one true Peter Parker whom goes by the moniker of Ben Reilly. This is the story of **The Amazing Spider-Man!**_

_**"Seven Ways To Hell Part IV Of IV"**_

Here and now three people were on the trail of the Spirit Of Vengeance. Two of them were publicly known controversial heroes that the media called Spider-Man and Daredevil. The other was a gun-totting vigilante whose entire focus in life was the eradication of organized crime. The same organized crime that killed his family. He dubbed himself the Punisher of the guilty and as such he served as judge, jury, and executioner. As the three rode in the Punisher's battle van Spider-Man looked to Daredevil after looking at the Punisher.

"Why are we tagging along with him again?" Spidey asked.

"Because Stephan said we need him."

"And the reason is?"

"How am I supposed to know?"

"Well I was hoping one of us would know because he is seriously freaking me out."

"Does the wall crawler always act this juvenile?" asked Castle.

"All the time."

"You guys do realize I'm sitting between you two, right?"

The two looked at him then looked away.

--

The sun began to set and with it Johnny Blaze's skin started to blister and catch fire. He gave a mad scream followed by a crazed cackle as the fire exploded from his body transforming his clothes into a biker outfit with spikes protuding from the shoulders, the gauntlets, and around the spur of his boots. When he raised his head there was no remainder of a human appearance. Only a flaming skeletal demon. A demon men call the Ghost Rider!

--

Vida opened the secret entrance to their lair, and then flew out to find some food for his brethren, but that wasn't his only goal. He hoped that he would run into the Ghost Rider so he could finally get his revenge for Lavic's death. As he took to the air he left a psionic command to the vermin guarding the lair to let him know if any intruders dare step foot on their home.

--

Six city blocks lost power for the span of eight minutes before they could relish in the return of power. It was unexplained as to how the power went out, but that didn't stop a few callers from calling their local power company to find out what was wrong.

--

The Raft, offshore Maximum, Maximum prison near Rykers Maximum Security Prison. Inside his newly built specially constructed cell Cletus Kassidy giggled as he sat on his bed and stared into the blank Osmium Steel walls. From the view of the watchman on duty Kassidy seemed like he was out there in his own world. And he'd be right as Cletus stared not entirely at the walls, but the shadow on the walls and listened to everything it said.

_Glorious will our reign of chaos be. Death and destruction everywhere! There's no rules for guys like us, Cletus! We're forces of nature! We're the chaos and anarchy that they are too afraid to embrace. Even those white lily liberals don't have the balls to do what we have done. We're the true embracers of revolution man. Nobody owns us. We can do whatever we want and no one can stop us! _

Everything the symbiote said made Cletus chuckle more and he had a maniac look in his eyes that scared the watchman on duty. So, much so that the watchman whose name was kept a classified secret to protect his family from the inmates started to reconsider his career.

--

Jessica woke up after a few hour nap and turned off the television. The first thought on her mind was of Ben. She grabbed her cordless phone and dialed his number, and then waited for him to answer. After several minutes the answering machine picked up and Jessica hung up.

"Damn it Ben. Where are you?"

--

Bentley Whitman fiddled with the contraption that he had built in shop class, but despite all of his work it still wasn't ready. It would be a few more days before he could make his escape and then he would assemble a new Frightful Five to take on Spider-Man and pay the insect back for his earlier defeat.

--

Lilith looked over her growing children and as she still considered her options. There was a veil of hope in which she could gain her desires. But there was a great cost. She would have to sacrifice one of her own children to the hell lord to which she hoped to bargain with. With an evil glow surging from her eyes she closely examined her children to see which one was the weakest and upon finding the one she ripped it's life force from it's body and summoned Daimon Hellstrom.

"Oh great devil of darkness. I beseech you to hear my call. For I pay tribute to you in exchange for a promise."

Daimon Hellstrom shimmered into appearance and pointed his trident of power at the life force she offered.

"Your boon is insufficient for a promise. However, if you bring me the life of the Ghost Rider I shall consider what you have to say."

"You know how difficult it is to slay the creature. Can you not spare me a monster from the underworld capable of defeating him?"

"Hmmm..."

Daimon rubbed his chin seemingly considering her request.

"No, already my presence is being watched by Doctor Strange, but I can give you an edge to beat him."

"Really?" Lilth said, her eyes pulsing. "Tell me more."

--

It had been a long ride so far and no sign of finding Johnny. Dan was starting to take a break when he saw the Ghost Rider zoom right on by not even noticing his presence. Kicking the bike into gear the former host of the demon peeled off after the Spirit Of Vengeance to turn him back from the darkness.

--

Spidey twiddled his thumbs as he sat between the Punisher and Daredevil. He was starting to get uppity and he needed to get out of the cramped confines of the battle van.

"Look, can we go any faster then this?"

"Relax insect. I know what I am doing."

"Really Castle? I thought you were too busy staring at that pimp and thinking of all the kind of ways you could maim him."

"Button your mouth or I'll do it for you," Castle said with a scowl.

"Knock it off you two. We're trying to help a fellow cape. Though, I know you don't qualify as one, Castle."

"Bite me Murdock."

Daredevil started to offer a response until his radar sense picked up the shapes of two motorcycles about to zoom across the street that the Battle Van had yielded to because of the stop light over head.

"I think we have company.'

Spider-Man looked the way that Daredevil was, and Ghost Rider rode right on by with Dan Ketch right behind him.

"Who was that riding behind Ghostie?"

"I'm not sure. But let's go after them."

Punisher put the Battle Van in high gear and drove off after them.

--

Lady Octopus stepped back from the chamber as Doctor Octavius came out whole and alive again. His body restored with the help of borrowed technology from some of the world's finest geniuses. As Doctor Octopus felt the cold welcome embrace of his metallic appendages around his waist again he let out a sigh of relief, and then took in a deep breath of fresh air.

"To be alive again. You don't know how great I feel my dear."

"No, but I would like to find out lover."

"Well, then let us celebrate as we planned."

Doctor Octopus wrapped his arms around Carolyn and give her a kiss while one of his appendages reached behind and plugged into a nearby computer port where it began downloading data into the micro processors located on Doctor Octopus' waist.

--

_Vida?_

_Yes mother?_

_I want you to capture some one for me. He holds the key to defeating the accursed Ghost Rider._

_Who is this person mother?_

_Behold the image I am putting into your mind._

Vida saw the image and chuckled.

"Yes, capturing him shall be easy."

With that Vida redirected his flight path.

--

Dan poured on the speed as he tried to get the attention of the demonic bounty hunter, but whenever he seemed like he was going to get close enough to say something the Rider would speed up. Dan realized quickly that he could not catch the Rider on a normal bike. He needed his own hell on wheels. Unfortunately, he didn't have access to one. So, another option was trying to get ahead of the Rider and get it to notice him. To do that Dan built up as much speed as he could and jumped his bike ahead of the Rider's and screeched to a stop. And just when it seemed like the Ghost Rider was going to run him over. A gulf of flame split on either side of Dan and standing before him was the demon himself. When Dan found it safe to look he saw the demon's expression. It was one of agonized sorrow.

_**You! It can't be you! You're dead!**_

"It's me, Johnny. I'm back."

_**It's not possible! **_

Fire erupted from the Ghost Rider's body as his mind could not comprehend the return of his half-brother. But when Dan got off the bike and laid a hand on it's shoulder it could feel the mystical connection that the Ketch line had to the Rider. And that confirmed what he knew to be true.

_**Dan... What have I done?**_

Dan was at a loss for words for the moment until he saw a black garbed Spider-Man slithered down on a web line.

"So, what's up you two? Having a heart to heart?"

_**What do you want wall crawler?**_

"Not much. We just want to make sure you get back on the right track. Whose the kid?"

The Ghost Rider looked at Dan.

_**Family.**_

"Oh, well that explains a lot. Um, anyways. Can we talk now that you seem settled down?"

Daredevil landed on the ground next to where Spider-Man was hanging upside down. The Punisher was nowhere in sight.

"Where's Castle?" Daredevil said as he turned to Spider-Man.

"Now, that you mention it I don't know."

--

On a roof top not too far away with a sniper rifle trained on the Spirit Of Vengeance was the Punisher.

"They want this thing taken care of I have uranium spent rounds for that," said Punisher as he cocked back the hammer to load the bullet.

--

On the street Daredevil heard the bullet cock into the chamber and searched with his radar sense while Spider-Man was having strong sense of danger from behind them.

"Something's wrong. I sense danger coming from behind us."

"I heard a bullet being loaded into a chamber."

Ghost Rider searched with his senses which were far above mortals and he saw the Punisher alone on the roof top with sniper rifle trained on him.

_**Your life is a lie wrapped in the eternal damnation of a guilt that consumes your soul. You feed on your self loathing and your desire for an end to keep going. But what have you accomplished?**_

Both Spider-Man and Daredevil where confused who he was talking to, but when the scarlet swashbuckler picked up Punisher's familiar heart beat it all became clear.

The mass murdering vigilante got up as he started to think on what the demon said. Then out of nowhere Vida arrived howling as he swooped down and grabbed Dan and flew off with him.

"If you want your brother come and get him Rider!" Vida said as he flew away.

In a burst of flames the Ghost Rider was back on his motorcycle and doing a wheelie before peeling off after the demon.

Spider-Man and Daredevil trailed after the Rider, but both knew they could not catch up to the Rider or Vida.

Punisher ran for the fire escape and made for the Battle Van because he had a feeling that things were going to pick up from here.

--

It was dark and rainy out when Peter and Mary Jane Watson Parker arrived at their home. Both of them looked at the two story house with smiles on their faces. And as they pulled into the garage the Parker family had a warm feeling inside.

"There's no place like home," said Peter.

"I'm glad we can get away from your old life Peter. Just so it can be me and you and our baby."

"I know. I realized for a long time how hard it was for you. Let's get our stuff inside."

"Right."

As the Parker family got out of the car and started hauling their stuff inside. A silent figure watched from nearby.

--

The Ghost Rider chased Vida all the way back to the lair in which Lilith and her children were waiting. As the spirit of vengeance prepared to enter Spider-Man, Daredevil, and the Punisher arrived on the scene. The dark rider turned to them and pointed a finger at them.

_**This is none of your concern.**_

"It is if you end up abusing your powers and crossing over to the dark side," said Daredevil.

The Punisher cocked two of his guns. "Why are wasting time talking. Let's go in there and kill those things."

"For once I agree with Castle," said Spider-Man. "Which is odd."

_**These demons cannot be killed by mortal hands. Only my powers can grant them eternal damnation. If you seek to provide me with aid then save my brother. I will deal with Lilith and her brood.**_

"Very well," said Daredevil.

The four walked inside not knowing what to expect. And as they entered the inner lair they found a nest with eggs all across the corners of the room. But where there was path to walk and fight stood next Lilith's throne was Dan Ketch chained to a wall.

"Welcome mortals," said Lilith. "And hello again Ghost Rider. It is nice to see you have changed since our last meeting."

_**You have much blood on your hands Lilith. Your day of reckoning is at hand.**_

"Fool! I hold all the cards! With your brother at my mercy you will not fight me," said Lilith. "Your only choice is to die."

"Says you," said the Punisher as he fired uranium spent rounds into Lilith's shoulder.

The demonic harlot screamed as the bullets burned right through causing her extensive damaged. She looked up at the Punisher with pulsing anger in her eyes and with her power she summoned her children who were not fully matured.

"Great going Castle," quipped Spider-Man as he dodged the vicious claws of one of Lilith's children. "Next time you want to piece off a demon remind me not to be around."

Yet despite the wall crawler's quips the Punisher was in full battle rage. His bullets searing through the air and tearing up the not yet matured demons. Lilith gave a cry as her children were dying by the scores because of Castle's weapons.

Daredevil flipped over a demon and snapped the vertebrate of its neck as he headed toward Dan Ketch to free him. Spider-Man tailed behind watching the blind adventurer's back. While in the center of the room the Ghost Rider stood toe to toe with Vida who hovered himself in front of Lilith.

"You destroyed my brother and you threaten my family rider. For that I shall kill you quickly."

_**It is not within your power to destroy me, but you're welcome to try!**_

Vida launched himself at the rider with his claws aimed for the rider's face, but the ghastly biker side stepped the attack and with the aid of his chain which wrapped itself around Vida's throat, he brought the son of Lilith crashing down to the floor where Vida was set ablaze by the hellfire the poured from the rider's finger tips.

"Curse you, Rider! You have taken both of my sons and my children away from me!"

_**Next I shall take you from this world, Lilith!**_

"I think not. We shall meet again, Rider."

With that said Lilith disappeared. Her children destroyed and her powers weakened for now. But the Ghost Rider knew that she would return and when she did he would be there waiting for her. For now at least his brother was safe and all could return to their lives. But for web slinger such an idea is much more difficult then it sounds.

**Author's Notes: **_Well this concludes Seven Ways To Hell. I know I really dragged my ass on this story, but I kept allowing myself to get side tracked. Now, with the new method I'm using hopefully there won't be as many as delays as before. But I should note that I won't be making weekly releases. I simply cannot keep that kind of schedule. Well stay tuned Spider-Fans. The Webbed Wonder is sure going to have his hands full in Absolute Carnage!_

_-Mimick_


	8. Chapter 8: Absolute Carnage Part 1

_Bitten by a radioactive spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning danger sense of that irradiated arachnid. Hoping to use his powers for personal gain, Peter sought to make money as pro wrestler and a TV sensation, but with the death of his beloved Uncle Ben, a grief stricken Peter learned an invaluable lesson. With great power there must also come great responsibility. Armed with his wondrous web shooters Peter struggles with this lesson. Trying to balance an ordinary life with a day job and still divide time to be with his wife and to protect his fellow man. Due to the events regarding his personal life, Peter has given up the role to the one true Peter Parker whom goes by the moniker of Ben Reilly. This is the story of **The Amazing Spider-Man!**_

_**Absolute Carnage! Part 1**_

It was a feeling born out of fear. A drive to become stronger and tougher than any other creature in the entire cosmos. This feeling was survival and it gave the race known as the symbiotes a direction to which to dedicate their lives beyond all costs. That dedication was changed the moment the Venom symbiote temporarily occupied first Spider-Man, and then bonded with Eddie Brock. But that was not the only time the symbiote race would deviate from its original mission. When an offspring from the Venom melding merged with Cletus Kassidy a new entity was born and no longer was their a duality. The insane mind of Cletus at first submerged the Carnage symbiote, and then later warped it into a part of his malevolent personality which thrived on chaos. Peter Parker was Spider-Man the last time Carnage reared his ugly head and it took some of the toughest urban heroes to defeat him and send him off to Ravencroft. Since Ravencroft closed down due to a financial shift in the prison system. Cletus was transfered to the Raft where he stewed in a cell designed to hold back the strongest of the villainous marvels. But even the strongest cells won't hold the truly dangerous.

As Cletus sat in his cell, he heard the sound of an explosion. The walls of his cell shook and the lights flickered on and off. For a moment all seemed normal until Cletus felt the full strength of his symbiote's embrace. It was a surprise as the symbiote had been been absent all these weeks since the transfer to the Raft. But that no longer mattered as the straight jacket that bound the formerly normal Cletus Kassidy was torn asunder by the entity known as Carnage. With understandable disgust he flung it from his body and upon leaving his cell he noticed the destruction his other had wrought. A guard was flung through one of the stationary power generators cutting off power to the entire western half of the compound. Two others were grisly corpses ripped in half with their blood splattered everywhere. Carnage laughed at the sight before him and charged down the cell block killing and maiming the villains locked on the floor with him. All the while his hated parent Venom stood on the Eastern wing feeling the emotional outlet of its offspring. This was something that greatly disturbed the unstable Brock who saw himself as hero, but was nothing more than a twisted psychopath.

"Our offspring is getting loose from here, said Brock as he summoned every ounce of his strength to feed the welcoming embrace of his other. And it was with the warped moralistic rage that Venom was able to free himself from the confines of his cell. Seeing the destruction being done and the havoc about to commence the trapped security detail sent out a call to anyone listening. While they waited in their monitor room, which was locked tight, but even that didn't promise protection from the sick monsters that stormed the halls.

--

Ben Reilly walked with a purpose as he carried roses in his left hand. With the events of the Ghost Rider situation behind him Ben hoped he could salvage his barely started relationship with Jessica. However, as he started to go up the front steps to go up into her apartment he heard on a neighbor's radio, which rested on a nearby windowsill that there was trouble at the Raft and that Carnage and Venom were loose.

_Oh no, both of those two loose is not good news..._

Hastily, Ben dropped the flowers and raced into a back alley where he could change into his black Spider-Man costume. And with the greatest momentum achievable he made his way toward the Raft.

--

Bentley Wittman took joy in the fact that Carnage and Venom were providing a suitable distraction for his escape. Now, he would not have to use the devices he had built to escape the Raft. Instead he could use them to ferry himself to safety. And once he was out of the jurisdiction of the New York Police. He would plot his return and the destruction of Spider-Man.

--

Six hundred pounds of solid muscle went crashing through the wall of the Raft and it was with such force that the villain known as the Rhino was knocked completely out. The cause of his quick knock out was Luke Cage - Hero For Hire. As the stalwart protector of Harlem turned to his friend Daniel Rand - the master of the Iron Fist he gave a thumbs up.

"That was too easy Danny," said Cage. "When are we gonna face somethin' more in our league?"

Iron Fist turned to Cage after completing a spinning heel kick that knocked out the elusive Slyde and shrugged his shoulders.

"May we be of interest," said Wrecker of the Wrecking Crew.

Cage turned from and saw all four members of the Wrecking Crew looking like they were ready for a fight. And it was obvious by the look in their eyes they remembered both Iron Fist and Cage.

"Christmas," said Cage as he turned his baseball cap around so that bill of it would be facing the opposite direction. "So, we in for some hardball gentlemen?"

"Sure and we'll use your head for the ball," said Thunderball as he spun his demolition ball.

"We'll see," said Cage as he allowed a smirk to form on his face.

The Wrecking Crew charged at Cage and his partner with the intent to kill and while they brawled in a southern section of the Raft. The symbiotes drew closer to each other laying a path of death in their wakes. Many minor villains lay dead at Carnage and Venom's feet. Too many to possibly fathom. Stilt Man, Jester, Typeface, Override, Aura, Blood Spider, Abominatrix, and Boobytrap. All of this took place on the east and west sides where the two hated rivals came closer to each other.

--

Spider-Man clung to the underside of the helicopter that was heading straight toward the Raft. On-board was Silver Sable and her Wild Pack. A group of expertly trained mercenaries who were originally tasked with tracking down former war criminals, but now worked for the highest bidder. As Spider-Man rode on the underside he could faintly hear the sounds of people talking, but he couldn't make out what they were saying.

"Listen up Wild Pack. Already a team has been sent in to try to quell the prison break. We are being sent into assist and if necessary take over the operation."

"How many crazies are in this place?" said Battlestar.

"About four hundred and fifteen. With already one hundred and seventy confirmed casualties. Among them being the fifty staff members that were in control of the Raft."

"That's a lot of bodies to sort through," said Crippler, letting a smile cross his face. "But who knows maybe we'll get lucky."

"Enough with your perversions, Crippler. You may offend Miss Drew here."

Jessica let the comment go while glaring at Crippler who was eyeing her with perverted lust.

"And just what was your reason for being here again?" asked Crippler.

"None of your business."

"Feisty. I like that."

"You will like my fist in a minute," said Jessica. She put her mask on while giving Crippler the finger.

"I like that girl," said Crippler to Battlestar.

"Shut up. All of you," said Silver as she cocked her glock. "We're nearly there."

Unknown to the occupants on the helicopter Spider-Man dropped down on a nearby roof and crawled into an air vent. Once inside the wall crawler saw some one who was huddled in one of the junctions. How she got up into the ventilation system he had no idea. All that Spider-Man knew was that by the look on her face she was scared to death. Spider-Man drew closer to her with the shadows and his black costume leaving him concealed in the near darkness.

"Are you all right?" asked Spider-Man.

The woman turned revealing her full features and the wall crawler was surprised by her looks. But he managed to put aside his unexplained admiration and came closer to her.

"What's your name?" asked the hero a second time.

"Beauty Ann Grace."

"What are you doing here?"

"I'm-I'm a nurse who over sees the care of some of the inmates. I was on call when th-the...oh god."

"It's okay," said Spider-Man as he cradled the crying woman.

As the seasoned hero held her he could hear a growl that was definitely not human. The woman in his arms pressed herself against him and whispered in his ear with a hint of amusement.

_"Can I tell you a secret. I may have told you a little white lie and now my boyfriend is good and mad!"_

Beauty pushed away from Spider-Man, laughing all the while the web-slinger was pulled down from the ventilation shaft into the prison itself. And all he could see was massive hands ending with claws grabbing at him as he wiggled to get away.

--

Cage's fist met with Piledriver's jaw sending him flying into Bulldozer who was just getting up from being thrown into a wall. The resulting impact from both super durable bodies hitting knocked them unconscious leaving Cage to watch Iron Fist deal with Wrecker and Thunderball.

"Need a hand?" asked Cage. All the while watching as Iron Fist ducked Thunderball's swing of his demolition ball, which ended up smacking Wrecker in the face and putting him out of the fight. "Guess not."

If Iron Fist could hear his friends words he could give no response as he struck Thunderball with chi amped nerve strikes that incapacitated the magically enhanced criminal. When Thunderball dropped to the floor Iron Fist turned to his friend and rubbed the back of his neck.

"You say something?"

"Naw, I was just talkin' to myself."

"Is that something new?" asked Iron Fist.

"Forget it. Let's just git this over with."

"I second that."

--

Sable and the Wild Pack entered through the front entrance finding bodies every where they looked. Corpses that were too unsightly for any of the weaker constitution to look at. Spider-Woman stood at the side holding one of her hands over her mouth. Such mayhem was beyond what she expected or even experienced. It was like all the criminals either turned on the weaker sheep among them or killed any innocent bystanders around. She looked to Sable and called out to her.

"All of this deaths - were they all super-villains?"

"No," was all she said. But that left the question of what in god's name were these mutilated corpses.

Many of them appeared to be mutations or mutants. Yet, Jessica couldn't discern because her lack of scientific ability. Whatever they were. She hoped that they didn't end up next. As she walked in line behind Battlestar, Crippler happened to grope her butt causing her to yelp. But Sable was already too far ahead to notice. That however didn't preclude Spider-Woman from grabbing and lifting him off the ground.

_"LEAVE ME ALONE!" _she said in quiet, but discernable threatening manner.

Crippler held up his hands while staring at her chest. Which resulted in Spider-Woman dropping him rather roughly on the ground.

--

In the center of the Raft Venom and Carnage finally meet face to face. And the mere appearance of the other caused them to roar an inhuman pitched wail before assaulting each other. It was certain that by the hatred expressed by how violently they tore into each other. That this was a battle to the death and only one would be the victor.

_TO BE CONTINUED..._

_**Author's Notes: **Slowly events are building - a world is taking shape and you all are beginning to see the stages of a World that is without heroes. What awaits beyond the glandered door for the people of New York and the world at large? What shape will the new breed of heroes take? And how does the remains of the old guard adapt to the changes that happening quicker and quicker? Find out in these very pages and I promise you will not be left behind as I create a new Marvel Universe!_

_-Mimick_

_8/23/08 - 9:39 p.m. _


End file.
